id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
669fa11b-3368-43c9-b155-d73a4ab456f4 | Clause:
The restrictions on the shares of Common Stock covered by this Award shall lapse and such shares shall vest in full on the third anniversary of the date of grant of this Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Vesting |
c32c9394-ec71-4c76-8e2f-4dcfbdc7a945 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WA... | Label: Submission To Jurisdiction |
ac3c32d0-3b03-4ff2-a80d-6081b1800792 | Clause:
The Company shall assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which Executive is principally involved. Executive may not assign Executive’s rights and obligations under this Ag... | Label: Assignments |
ea155113-b3eb-4964-8f5f-62675c1bf7b9 | Clause:
Subject to the Minimum Vesting Condition, Options shall vest and become exercisable in such manner and on such date or dates or upon such event or events as determined by the Committee. Options shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “ Optio... | Label: Vesting |
f947127b-904f-4675-8677-a7f7026121d6 | Clause:
EACH PARTY EXPRESSLY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY SUCH PARTY MAY OTHERWISE HAVE IN ANY LEGAL PROCEEDING IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Waiver Of Jury Trials |
aca340f7-2097-4dc1-95ca-de55889e9c47 | Clause:
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. Each of the parties acknowledges that no other party, nor any agent or attorney of an... | Label: Integration |
2b5882b0-b1aa-4585-b63a-23a3ebe52b86 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OF THE SPECIFIED HEDGING AGREEMENTS ... | Label: Waiver Of Jury Trials |
55cf4ecb-f964-4f49-88f5-d8a0ed7c249d | Clause:
This letter and the agreements referred to in this letter contain all of the terms of your employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the Company. You acknowledge that you have not relied upon any representations (oral or otherwise)... | Label: Entire Agreements |
98d94f62-038f-41a3-9600-e5febc3e2399 | Clause:
Withdraw from participation in, permit any full or partial termination of, or permit the occurrence of any other event with respect to any Plan maintained for the benefit of Borrower’s employees under circumstances that could result in liability to the Pension Benefit Guaranty Corporation, or any of its success... | Label: Erisa |
806a7a77-cc9c-4409-837e-d854a65ecfec | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provi... | Label: No Conflicts |
8876dbfe-3dbc-4e10-a2e0-6c8caa26ab5a | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [each] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Ass... | Label: Payments |
c0d92651-1187-4b3a-a2f3-a3fd5d3d4779 | Clause:
This Agreement and the other Basic Documents are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein and therein. There are no restrictions, prom... | Label: Entire Agreements |
599b960e-62af-4ae4-b1cc-4d055bb4136d | Clause:
(a) The Company has heretofore furnished to the Administrative Agents and the Lenders copies of (i) its audited consolidated financial statements for the years ended December 31, 2010 and December 31, 2011, respectively, which were included in its annual report on Form 10-K as filed with the SEC under the Excha... | Label: Financial Statements |
73841ef2-17bc-45ec-b88b-fe27ebc8fa28 | Clause:
EXCEPT AS EXPRESSLY SET FORTH IN ARTICLES III AND IV OF THIS AGREEMENT NO SELLER MAKES AND EACH EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AND WHETHER BY COMMON LAW, STATUTE, OR OTHERWISE, REGARDING SELLER, THE SHARES OR THE BUSINESS, INCLUDING WITH RESPECT TO MERCHANTABILIT... | Label: Warranties |
60ee3a29-c460-4b1a-a240-03a1398e6ec6 | Clause:
The Company has good and marketable title to its properties and assets and good title to its leasehold estates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Liens |
c0a98d40-dff2-4c0d-967c-74bdf9c84e39 | Clause:
The failure of any of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
Task: Classify this clause int... | Label: No Waivers |
34377746-eaa3-439c-af09-00ce9d0636e3 | Clause:
EXECUTIVE agrees that he will not disparage or criticize the past or present decisions, policies or practices of COMPANY or its officers and executives, and that he will not make disparaging statements about COMPANY, its officers, executives, or any individual or entity with whom COMPANY has or may have a busin... | Label: Non-Disparagement |
42cbb054-6911-48af-a7ce-63139356bb28 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the legal representatives and assigns of LICENSOR and LICENSEE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Assignments |
ae5c2e4b-928e-4165-b918-930f4c706b88 | Clause:
The Executive, on behalf of himself and his heirs, successors and assigns, hereby fully releases and forever discharges the Company, including each of its officers, directors, agents, employees, attorneys, affiliates and/or subsidiaries, from any and all claims, actions and liabilities of any kind or character ... | Label: Releases |
37370df3-53d0-44c0-b441-b883fad5c06f | Clause:
Spectrum shall make available on a timely basis to Bayer and to its employees, representatives, Affiliates and third party providers (collectively, “ Representatives ”), the information reasonably requested by Bayer to enable Bayer and its Representatives to provide the Services and the Additional Services. Spe... | Label: Cooperation |
fc4d3aae-017d-4015-8734-5c481098516a | Clause:
Notwithstanding any other provision herein, in the event of a Change in Control, any Units that are then outstanding and unvested shall become fully vested and shall be paid to the Grantee immediately prior to such event.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Change In Control |
73a425ca-38dd-4235-befb-6729b4aedf1b | Clause:
This Agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to your Severance Benefits and the settlement of claims against the Company and cancels all previous oral and written negotiations, agreements, and commitments in connection therewith. Nothing... | Label: Entire Agreements |
67b4f353-11f2-4128-a2a0-b9db2bf34d99 | Clause:
All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Nevada applicable to contracts executed in and to be performed in that State.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Governing Laws |
ee11d1c6-e817-4f83-abdf-2d4778ca43d5 | Clause:
The execution, delivery and performance by West Side of this Agreement and the consummation by West Side of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Governing Documents of West Side; (b) conflict wi... | Label: Consents |
e6f161aa-79a0-4213-908f-3e53ab5f84ad | Clause:
If Executive is made a party or identified as a witness to any threatened or pending action, suit, or proceeding (whether civil, criminal, administrative or investigative) in any matter concerning or relating to Executive’s service to or actions or omissions on behalf of the Company as an employee or agent ther... | Label: Indemnifications |
261de82e-6ec8-40d7-9311-c36170b97b41 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York).
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
8919caaa-e09f-4622-87fe-43d8196d382e | Clause:
This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordanc... | Label: Binding Effects |
c88036cb-1bbb-43a0-9560-e1662df676eb | Clause:
Subject to Section 5.2 above, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, conversion or other reorganiz... | Label: Adjustments |
4a60a8dd-cacd-488a-8d1f-68eb26391f0d | Clause:
Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, w... | Label: Expenses |
d3c464cf-21db-49ef-a819-ce9e53b9c0f2 | Clause:
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement or any other Loan Document or the transactions contemplated here... | Label: Waiver Of Jury Trials |
2b46a580-6999-4911-8139-8ff6890d003d | Clause:
This Agreement may be terminated by the Company or any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before Sept... | Label: Terminations |
4123d390-4c44-4dce-bc1c-70d6b7662e5c | Clause:
The Borrower has furnished its most recent filings with the SEC on Forms 10 ‑K and 10 ‑Q. Such Forms 10 ‑K and 10 ‑Q do not, as of the dates specified therein or for the periods covered thereby, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make an... | Label: Financial Statements |
265bdfd6-19b0-486c-a78d-d0d706c1dd0a | Clause:
The Borrower will use the proceeds of (i) the Term Loans made on the Effective Date to finance the Effective Date Refinancing, to repurchase common stock of the Borrower in an aggregate amount not to exceed $285,000,000, to pay Transaction Costs and for general corporate purposes and (ii) the proceeds of the Re... | Label: Use Of Proceeds |
5491fc2e-b559-478b-838c-03df32106971 | Clause:
Except as otherwise contemplated by this Agreement or the Distribution Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided, however, that all indemnification... | Label: Survival |
5177bd1d-8174-4450-9663-b8de32088c12 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Governing Laws |
de548dd1-6559-46d8-9a32-3c7a8c83e3df | Clause:
Subject to the terms and conditions set forth in this Agreement, the Company may request the issuance of Letters of Credit on behalf of itself and its Subsidiaries denominated in Dollars or in one or more Alternate Currencies in a form reasonably acceptable to the Administrative Agent and the Issuing Banks, at ... | Label: General |
4989bbf1-7707-491e-b97b-9e313c82e8d2 | Clause:
The Company hereby employs Executive as Chief Executive Officer, Bankrate.com, and Executive hereby accepts such employment by the Company, under the terms of this Agreement. The initial term of employment hereunder (the “ Initial Term ”) shall commence as of the Effective Date and shall terminate on December 3... | Label: Terms |
7ce77992-3608-4c5b-8909-a894f940e2a6 | Clause:
By signing his or her Participation Agreement, each Participant shall acknowledge and agree that, in the event of the Participant’s breach of any provision of this Section 7, the Company will sustain irreparable injury and will not have an adequate remedy at law. Accordingly, by signing his or her Participation... | Label: Remedies |
0d4ccade-26ce-4dc7-8ca1-e8b910bc8e4d | Clause:
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and a majority of the Other Warrantholders (including the Holder).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Amendments |
9eb2388e-290b-4154-918c-cb18d1d8c22f | Clause:
Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or arising out of Employee’s employment and the termination of such employment, shall be settled by arbitration in Connecticut, in accordance with the employment dispute rules then existing of the American Arbitration A... | Label: Arbitration |
fbe1cb27-44e9-409e-a6cc-8dd867865d30 | Clause:
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Facility Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Defined Terms |
be678601-d5f8-42ed-af29-93bae7511bcb | Clause:
The Parent, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Parent, Employer or any of their respective Subsidiaries to Executive (including withholding shares or other equity securities in the case of issuances of equity by the Parent, Employer... | Label: Indemnifications |
65ecda70-9aa7-40ec-ab4e-e515b3c83468 | Clause:
The provisions of the Confidentiality Agreement shall apply to all confidential information (within the meaning of the Confidentiality Agreement) exchanged between the parties in connection with this Agreement. The scope of the Confidentiality Agreement shall be deemed automatically expanded as necessary to co... | Label: Confidentiality |
149b5294-157a-4a2c-9da0-b5b678d09174 | Clause:
Evidence of all insurance policies required by Section 8.6 , together with loss payable endorsements in favor of Agent with respect to all insurance policies covering Collateral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Insurances |
0a8d0d0c-435d-4052-b1b5-7096d68f1aa2 | Clause:
This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile or other electronic transmission shall... | Label: Counterparts |
cc3bcd12-f052-4e89-85a9-c17f43cfed13 | Clause:
During the Term, the Executive shall be entitled to the number of vacation days in each fiscal year, and to compensation in respect of earned but unused vacation days, determined in accordance with the Corporation’s vacation program, which shall in no event be less than six (6) weeks per year. The Executive sh... | Label: Vacations |
278d2af0-ca74-4128-a1eb-210e9b1fda96 | Clause:
Manager further agrees to (a) execute such affidavits and certificates as Lender shall reasonably require to further evidence the agreements herein contained, (b) on request from Lender, furnish Lender with copies of such information as Manager is entitled to receive under the Management Agreement and (c) coope... | Label: Further Assurances |
6ea9a19a-a29f-4959-9c20-dd8cf352e291 | Clause:
The headings and captions herein are inserted for convenience of reference only and are not intended to govern, limit or aid in the construction of any term or provision hereof. The rights and obligations of each Party shall be determined pursuant to this Agreement. Each of Seller and Purchaser has had the op... | Label: Headings |
1b96c089-0153-4373-8a06-0ba41a88c9a0 | Clause:
Whenever possible, each provision or portion of any provision of this Guaranty will be interpreted in such manner as to be effective and valid under applicable Requirements of Law, but if any provision or portion of any provision of this Guaranty is held to be invalid, illegal or unenforceable in any respect un... | Label: Severability |
5362de58-a8fa-4a8c-8f83-18c2c0ae571a | Clause:
Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, any Parent Entity, the Borrower or any Subsidiary (other than informatio... | Label: Confidentiality |
c54afa7e-0a3b-467e-bd31-c5700946a0f7 | Clause:
Seller has complied, and is currently in compliance with, all federal (except solely with respect to any federal law that directly conflicts with state and local cannabis laws, regulations and ordinances), state and local laws, regulations and ordinances applicable to the development, ownership, operation, main... | Label: Compliance With Laws |
757470dc-3a53-44e6-a7c1-5165c2ccf48f | Clause:
The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and issue the Waiver Shares, the Rights and the Reserved Shares (as defined below) (collectively, the “ Securities ”) and each of the other agreements entered into by the parties hereto in connection... | Label: Authorizations |
fc8f76d4-4ba6-4b9a-a4c5-77e244975a39 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
645e6187-634b-49d6-badc-a5b2886f6b8f | Clause:
The balance sheet of the Borrower at December 31, 2005 and 2006 and the statements of income, cash flows and shareholders’ equity of Borrower for the Fiscal Years ended December 31, 2004, 2005 and 2006 or other period ended on such dates, as the case may be, fairly present in all material respects the financial... | Label: Financial Statements |
8885dcbd-1e8f-4e1a-ab48-e629042d20b9 | Clause:
Notwithstanding anything to the contrary contained herein, the Restricted Stock or the Restricted Unit Award, as applicable, may be forfeited without consideration if the Participant, as determined by the Committee in its sole discretion (i) engages in an activity that is in conflict with or adverse to the inte... | Label: Forfeitures |
7ebba7c2-a200-4ab4-b101-76514150629e | Clause:
Hess will use commercially reasonable efforts to maintain an allocation schedule reflecting the direct and indirect costs that are included in the calculation of the Secondment Fee. The General Partner and its representatives will have the right to audit such records and such other records as the General Partne... | Label: Records |
95834d78-d91f-405d-b01e-65dc915085f5 | Clause:
Borrower shall pay or cause to be paid, prior to delinquency, all Taxes which may at any time be assessed, levied or imposed upon Borrower, any Site, the Collateral, the Loan Documents, the Obligations, or the rents, issues, profits, damages, income and other benefits now or hereafter derived from any of the Si... | Label: Taxes |
a9d92e5a-20df-41d1-a35a-8fe2fc41d689 | Clause:
In the event that any term or provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by a governmental authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality... | Label: Severability |
702c1b5d-775b-40c7-9c02-a59ac9c84b08 | Clause:
No consent, license, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required by or of any EchoStar Party in connection with the execution, delivery, performance, validity or enforceability of any Transaction Document to wh... | Label: Consents |
1672f2c2-1151-4209-9596-867ad9e628e7 | Clause:
Borrower shall provide to Lender, (i) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Fifty Thousand Dollars ($50,000) or more; (ii) written notice of any attach... | Label: Notices |
5ee72197-6066-41bd-acd7-da43b4bbc050 | Clause:
Employee shall be employed as President and Chief Executive Officer, Marina Bay Sands and Managing Director, Global Development, Las Vegas Sands Corp (“LVSC”) and shall have all the responsibilities of that position as are reasonably and customarily associated with such position and as may be assigned pursuant ... | Label: Duties |
e4f4885b-1423-4548-9ab1-16d3b02993c2 | Clause:
Section 3.22 of the Seller Disclosure Schedule identifies each insurance policy maintained by, at the expense of or for the benefit of the Company or Seller (with respect to the Business) as of the date of this Agreement and identifies all claims made thereunder as of the date of this Agreement. The Company has... | Label: Insurances |
7a09d494-64ab-411c-8b1d-a71bacd107da | Clause:
Section 11.9 of the Credit Agreement is hereby incorporated by reference into this Third Amendment and shall apply to this Third Amendment, mutatis mutandi s .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Severability |
f85c0bda-9a05-489f-8402-6fdb868de431 | Clause:
Except as provided in the next sentence, the Company will pay any and all taxes and duties that may be payable in respect of the issue or delivery of Common Stock on conversion of this Note. The Company shall not, however, be required to pay any tax or duty which may be payable in respect of any transfer involv... | Label: Taxes |
7e41db6e-2430-4e37-9383-683da56d1c07 | Clause:
Any notice required or permitted to be given hereunder to a Participant or Beneficiary will be properly given if delivered or mailed, postage prepaid, to the Participant or Beneficiary at his or her last post office address as shown in the Company’s records. Any notice to the Committee or the Company shall be p... | Label: Notices |
6c6877fd-b0f8-41bb-8b93-575e059ad39a | Clause:
This Management Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
af39eaee-53ec-4859-925a-e6d2cf194700 | Clause:
Time is of the essence of this Assignment. Title or captions of paragraphs hereof are for convenience only and neither limit nor amplify the provisions hereof. References to a particular paragraph refer to that paragraph of this Assignment unless otherwise indicated. If, for any circumstances whatsoever, ful... | Label: Miscellaneous |
e20b3827-a05e-44c8-a995-953ac4c3eb31 | Clause:
The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant's exercise of an Incentive Stock Option or a "disqualifying dis... | Label: Withholdings |
15927ac7-fe8f-4dd8-b0d3-fdeb0d8b290e | Clause:
Each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Initial Closing as though made at that time (except for representations and warranties that speak as of a particular date, which shall be true and correct in all ma... | Label: Warranties |
69d6e8f2-5bc8-49fd-ba3f-2df94dd9fe01 | Clause:
The Breslow Parties, jointly and severally, shall defend, protect, indemnify and hold harmless the Company and all of the Company’s past and present stockholders, officers, directors, employees, attorneys, agents, successors, and other representatives (collectively, the “ Indemnitees ”) from and against any and... | Label: Indemnifications |
986e54b4-cdf8-4884-9bf6-6c0f7de6c44c | Clause:
The Company has the right, prior to the issuance or delivery of any Shares subject to this Award, to withhold or require from you the amount necessary to satisfy applicable tax requirements (e.g., income tax, social insurance, payroll tax and payment on account), as determined by the Company. If, at any time af... | Label: Withholdings |
49c3672a-dc1d-46f3-a42c-ec01fc69b1d5 | Clause:
This Amendment shall be binding upon and inure to the benefit of the Obligors, the Agent, the Lenders, and their respective successors and permitted assigns, except that (a) no Obligor shall have the right to assign its rights or delegate its obligations under this Amendment or any Loan Documents; and (b) any a... | Label: Successors |
98d19c2f-857d-4ba7-baf0-3236a56e6f26 | Clause:
All notices or communications hereunder shall be in writing, and shall be addressed and delivered as follows (or to such other address as either Party may have furnished to the other in writing by like notice): (a) To the Company: Impax Laboratories, Inc., 31047 Genstar Road, Hayward, CA 94544, Attn: Vice Presi... | Label: Notices |
5e1bdd3e-2962-4429-8843-8a0feacfdbc8 | Clause:
This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement or any exhibit attached hereto by facsimile transmission or electronic mail (any such delivery, an “ Electronic Delivery ”), shall be treated in all manner and respects as an original agreement or in... | Label: Counterparts |
741cf79c-3350-4ca3-a5a6-8dbda1b620ba | Clause:
This Agreement sets forth the entire agreement and understanding of the parties with regard to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Entire Agreements |
f6efd201-07f7-4264-9a52-0fb9ced3e62f | Clause:
There is no action, suit, investigation or proceeding, including pursuant to any Environmental Law, pending against or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower or any of the other Subsidiaries before any court, Governmental Authority or arbitrator tha... | Label: Litigations |
012bb4f6-37d0-473d-a171-7e20ed8e7452 | Clause:
The Company has all requisite corporate power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligatio... | Label: Authorizations |
798e4a68-a9fc-49d9-bdb4-154628c25b3d | Clause:
Each party represents and warrants to the other that no broker, agent or finder other than Jones Lang LaSalle ("Broker") negotiated or was instrumental in negotiating or consummating this Fifth Amendment. Each party further agrees to defend, indemnify and hold harmless the other party from and against any claim... | Label: Brokers |
02eb0b84-5cd1-4255-b492-a1c4cd2fe3c0 | Clause:
If at any time all or any part of the Collateral is to be sold, transferred, assigned or otherwise disposed of by the Issuer or the Indenture Trustee or any Person on its or their behalf (but in any such case only as required or permitted by the Operative Agreements), the Indenture Trustee upon receipt of writt... | Label: Releases |
f71c5909-ac1b-4b7c-9e4f-8cc458bc89f8 | Clause:
The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an ... | Label: Participations |
10fb08fa-5d29-479d-8b50-14d255090b9f | Clause:
The Stockholder has legal and beneficial title to all of the shares of the Inbound Common Stock, free and clear of any and all liens, pledges, or encumbrances of any kind or nature whatsoever. There are no claims pending with respect to the title of Stockholder to any of the shares of the Inbound Common Stock.
... | Label: Titles |
7678d6f1-c722-4a5b-8c8e-f488de890dd7 | Clause:
NBHC shall reasonably determine the amount of any federal, state, local or other income, employment or other taxes that NBHC or any of its subsidiaries may reasonably be obligated to withhold with respect to the grant, vesting or other event with respect to the Restricted Stock. NBHC’s obligation to deliver th... | Label: Tax Withholdings |
d1e0ea52-fd5f-4a88-9afd-0b18952d35af | Clause:
The rights and obligations of the Company and the Holder of this Note shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto. To complete an assignment or transfer this Note, the Holder shall deliver a completed and executed Form of Assignment attached her... | Label: Assignments |
3a5afd8d-5f3c-48d1-9116-6d6a70636095 | Clause:
Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement that is designated by the provider thereof as confidential; provided that nothing here... | Label: Confidentiality |
618dd269-3d48-4ce3-aeeb-4b73e128081d | Clause:
No amendment or waiver of any provision of this Agreement nor consent to any departure by any Originator therefrom shall in any event be effective unless the same shall be in writing and signed by Buyer, Administrative Agent and (if an amendment) such Originator, and if such amendment or waiver affects the obli... | Label: Amendments |
5382ada7-94e8-4169-88dc-14a76e0bf4e6 | Clause:
The transactions contemplated by this Agreement are unique. Accordingly, each of the Company and the Investor acknowledges and agrees that, in addition to all other remedies to which it may be entitled, each of the parties hereto is entitled to seek a decree of specific performance, provided that the party seek... | Label: Specific Performance |
e23ceaf9-03ec-4a4d-8b8b-d5ca8b5541be | Clause:
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in pers... | Label: Notices |
62ec755a-457e-452b-a848-522f732d33b6 | Clause:
At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any ... | Label: Remedies |
dd300926-1308-4d8a-b330-6a27d62d8255 | Clause:
This Agreement may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original. This Agreement (and each duplicate original) also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitut... | Label: Counterparts |
98212ee7-308b-423c-a69e-1411cbabd789 | Clause:
The Information Memorandum and any of the written reports (including, without limitation, all reports that the Borrower is required to file with the Securities and Exchange Commission), financial statements, certificates or other information (other than the Projections, the Profit Plans and other forward-lookin... | Label: Disclosures |
72be8ea3-d80d-4e81-9a3c-4c6006335479 | Clause:
The term of this Agreement shall be from the date hereof until December 31, 2017 unless terminated sooner in accordance with Section 5 or Section 6 hereof, provided, however, that the term shall be automatically extended for an additional year on January 1, 2018 and on January 1 of each year thereafter, unless ... | Label: Terms |
c5e2b1df-a138-4344-bb44-539561fb020d | Clause:
The financing arrangements contemplated hereby shall be in effect until the Maturity Date, and the Term Loans and all other Obligations shall be automatically due and payable in full on such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Terminations |
c5fed084-eb59-462d-9e6f-ad24b3be8511 | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original, but all of which collectively will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Counterparts |
f888f1e5-51f8-46c8-9a7d-a7d0ecaa8a9f | Clause:
This Agreement and all of the other Financing Agreements set forth the legal, valid and binding obligations of Borrower and the Guarantors of the Liabilities, respectively, and are enforceable against Borrower and the Guarantors of the Liabilities, respectively, in accordance with their respective terms.
Task:... | Label: Binding Effects |
3e9e992a-be8b-478e-b52c-a42f10dbe3fb | Clause:
Guarantor agrees to indemnify and hold Lender harmless from and against any liabilities, claims and damages, including reasonable costs, attorneys’ fees, and disbursements, and other expenses incurred or arising by reason of the taking or the failure to take action by Lender, in good faith, in respect of any tr... | Label: Indemnifications |
9a1c61da-586d-49ba-ba34-3f4c2f55d054 | Clause:
The failure of Company to enforce at any time any terms, covenants or conditions of this Award Agreement shall not be construed to be a waiver of such terms, covenants or conditions or of any other provision. Any waiver or modification of the terms, covenants or conditions of this Award Agreement shall only be ... | Label: Waivers |
09d6afab-3434-4bdf-947e-bf54942bfbe6 | Clause:
Any payments provided for hereunder shall be paid net of any applicable withholding required under Federal, state or local law and any additional withholding to which the Executive has agreed in writing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Withholdings |
7fc3024c-b64f-4ce1-b0c7-2826034af614 | Clause:
Seller, the Company and Purchaser shall, on request, on and after the Closing Date, cooperate with one another by furnishing any additional information, executing and delivering any additional documents and/or instruments and doing any and all such other things as may be reasonably required by the parties to co... | Label: Cooperation |
9a077721-9b52-4554-98a3-e4f9b4507ec6 | Clause:
The failure of any party to enforce any condition or part of this Agreement at any time shall not be construed as a waiver of that condition or part, nor shall it forfeit any rights to future enforcement thereof. Any waiver hereunder shall be effective only if delivered to the other parties hereto in writing by... | Label: Waivers |
4f7cc110-9641-48c9-b425-71c2f7755e53 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (payable by assignor or assignee); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and re... | Label: Assignments |
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